


Fear and Courage

by ThatDarnLakeSiren



Category: Rise of the Guardians (2012)
Genre: And Spirit feels, And sad little kid feels, Blood and other assorted injures, Family/Friend, Lot's of really neat magic, Not sure if anyone will die just yet, Prepare yourself for sad Wolf Puppy feels, Really scary stuffs, Some fluffyness, pre and post movie, tons of feels
Language: English
Status: In-Progress
Published: 2015-11-08
Updated: 2015-11-11
Packaged: 2018-04-30 13:56:41
Rating: Not Rated
Warnings: Graphic Depictions Of Violence
Chapters: 5
Words: 9,927
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/5166350
Author URL: https://archiveofourown.org/users/ThatDarnLakeSiren/pseuds/ThatDarnLakeSiren
Summary: <blockquote class="userstuff">
              <p>A young child happens upon the Boogieman one night. What happens next will change the course of Fate in a way that no one could have predicted.</p>
            </blockquote>





	1. Sweetest of Nightmares

A young boy, about four or five years old, is running through the woods. He has leather pants, no shoes, a soft woolen long sleeved shirt, messy brown hair and bright blue eyes. Its dark, the moon gone, and only starlight for him to see by as he runs through bushes and crashes into trees. He stumbles across a pond, pauses, and runs around its edge.

He's afraid, almost deathly so. Of the dark woods, of bears, and most of all, being all alone. Glancing over his shoulder, he crashes straight into a dark-robed, black haired, grey skinned man. The mans silver eyes glare into the sky blue ones. The boys fear is refreshing, gives him a feeling of power, and best of all, he can be  _seen_.

But then, the boys fear vanishes, nearly the moment his eyes find the Boogiemans'. The Fear, the power Pitch felt goes away; but then a different power, a different  _strength_ , seems to fill him, even stronger than the power of Fear. He glares down at the boy.

"Hello, mister! Who are you? Can you help me?" the little boy asks, tilting his head cutely.

Pitch glowers at him. "Do you know who I am, boy?"

The little boy shakes his head. "Nope! My names Benny!" he replies cheerily.

Pitch narrows his eyes. "I am Pitch Black, otherwise known as the Boogieman." he waits for the surge of fear from the boy, but nothing happens.

"I don't believe you! The Boogieman is all mean and scary! You're nice." Benny exclaimed, reaching up for one of the mans hands.

"I  _am_  the Boogieman, you little twerp!?" Pitch shouted, jerking his hands back. This little boy was grating on his nerves.  _And if he doesn't believe in me, how can he see me?!_  Pitch thought to himself.

Benny drew back a little, a hurt expression on his face. "I didn't mean to make you mad, Mr. Black. I-I just thought that the Boogieman would look like a bear or something . . . my mommy told me that the Boogieman can read your mind, and will look like whatever it is you fear most. My mommy doesn't lie . . ." Benny admitted, looking up at Pitch.

Pitch rubbed his chin. "Well, I can't turn into your worst fears . . . " he leaned down into the boys face, "I  _am_  your worst fears." Benny didn't flinch away, only looked into the mans eyes. He wasn't scared of Pitch in the least.

"You can't scare me. I'm not afraid of you." he said bravely, puffing out his chest.

Pitch stood up straight again, scowling down at him. "I know what you  _are_  afraid of, though." he retorted. "Should I tell you, or would you prefer to admit it?" he added for affect.

Benny shrugged. "I'm not afraid of anything. Of the dark, monsters, bad guys, bears, wolves; and I'm not afraid of  _you_ , either, Mr. Pitch Black man." Benny exclaimed, pointing up towards the mans face.

That statement, that  _MiM blasted true statement_ , struck Pitch hard, right to his core. He thrived on Fear; no one believed in him without being afraid of him.

"I believe that you're nice, though." Benny added, hugging around the mans knees, the highest he could reach. Another surge of that unfamiliar power coursed through Pitch again; and stayed.

Pitch finally realized what it was; Belief without Fear. He'd felt similar in an area nearby, and had decided to search for it when it approached his lair, but he never thought that it would be a small child. Which left him to wonder why young Benny was even out here all alone.

"Can we be friends?" Benny asked, interrupting his thoughts. A large bit of fear ran through the boy. That was his worst fear; having no one to have fun with, no companion to look after him, play with him, and keep him safe.

This young boy, with no Fear of Pitch, yet Belief in him, was asking for him to quell his fear. Pitch smiled genuinely; he was touched; his heart, which he thought had long, long since stopped caring about anything but his own selfish wishes, reached out for the little boy. "Yes, Benny, we can be friends."

The boys fear disappeared as he smiled. "Thank you!" he tightened his hug, and Pitch reached down to scoop the boy into his arms to hug him properly. Benny laughed, kicking his legs.

"Lets go have some fun!" he exclaimed, flapping his arms as if he were a bird.

Pitch found himself rather amused by this little boy. "I'm afraid not, Benny. Its late, you really need to get home. We can play some other night though, okay?" he replied, though he felt a twinge of regret.

Benny pouted. "Awww! No fair, we just became friends." he whined, gripping the spirits robes.

"You need to rest to grow big and strong though, Benny. One day, you'll be as tall as me!" Pitch tried to cheer him up, even though he felt a twinge of sadness at this thought.  _By that age, he won't beleive in me anymore,_  the Boogieman thought.

Another bout of Fear, then sadness coiled around Benny's heart; and stayed. His worst Fears, almost come true,  _had_  come true before he met Pitch. "I can't." he replied quietly, tears welling in his eyes. "My house burnt down . . . my mommy and daddy told me to run away. Mommy was trapped beneath some of the roof, and daddy tried to save her, but more of the roof fell down on them. It was on fire, so I ran away so it wouldn't get me."

Pitch held the now-sobbing child to his chest, rubbing his back. He felt truly sorry for this little boy now, then a twinge of anger. Where were the Guardians now, when this little boy needed their help?

"It's alright, Ben, I won't let anything get you. I'll . . . I'll help you find a new family!" he couldn't care for the little kid, not with trying to hide from the Guardians and MiM. That's why he was out during the new moon; the one day out of the month that MiM could not clearly see all the happenings of Earth. Benny looked up at him with large, hopeful blue eyes.

"Really?" he pressed.

Pitch held him tighter. "Really. I promise, Benny." Benny, exhausted long before from the nights events, curled into the Boogieman some, falling asleep. Pitch sat down beneath a tree in the snow, looking up at the stars he could see.

_I promise to guard you, little one,_  he thought to himself as he cradled the homeless child,  _I promise that I'll guard you when no one else can. . . I'll be your Guardian._  The Boogiemans words were true, without a hint of hesitation. "I promise to be your Guardian . . ." he murmured to the night air, sealing Fate in a way that, in the end, he nor anyone else would be able to imagine.

Before too long, Pitch stood, and, with aid of the shadows, traveled for miles, ducking in and out near human dwellings, trying to determine where he could put the small child. He stopped near a smoldering house, that was no more than ashes and a charred, wooden skeleton. Walking a little closer, Pitch realized that two half-burnt, long-dead figures lay in the middle of it all.

He held Benny closer to his chest, hiding him from the sight should he wake.  _This must be where he used to live . . . and from the looks of it, the fire went on for some time,_  he thought, looking around at a few burnt-down trees that surrounded the house.  _Daylight is approaching . . . I'll bring him back to my home for now, then, I guess._

The sky was just getting rosy when Pitch showed up just outside the entrance. Looking around, he spied something not to far away. A house, a human dwelling, that appeared to be occupied, if the smoke coming through the chimney was any indication. It was close to his lair, yet seemed to be some distance from the nearby human settlement of Burgess.

"Perfect! But how to get Benny over there . . ?" he thought aloud, carefully stalking closer. Fresh snow lay everywhere, and more was coming down. If he laid Benny outside the entrance, it could look like he walked there himself. Ducking into the shadows and appearing by the mostly snow-free doorstep, he gently set Benny down. Gently getting the childs hands to release his robes, he smiled down at him fondly.

Giving the child a final pat on the shoulder, he ducked into the shadows, appearing on the other side of the pond. It was about a half hour later that the door finally opened and a brown haired, brown eyed ten year old girl began to step through. Benny had long since started to shiver, curling into a small ball to try and stay warm. The girl nearly tripped over him, lurching back inside the door before falling over, having lost her balance.

She looked at the doorstep and gasped, standing and beginning to shake the boys shoulders. Benny roused quickly enough, looking up to meet the girls eyes. He began to cry, he was cold and hungry and a little scared now. Pitch didn't enjoy the fear he was picking up from Benny; it made him feel a bit nauseated, in fact. The girl scooped Benny up and brought him inside, shutting the door quickly.

Pitch crept closer, listening in for awhile to make well and sure that they would take care of him. He soon discovered that they had lost a family member a few days before. For once, Pitch hoped that this family could heal from what they'd been through. Not just Benny, but young Emma and their mother, as well.

For the next few years, Pitch would help Benny sneak out on the night of the new moon, and then they would play and laugh and have fun. Pitch showed the child wonders, sparked hope and wishful dreams into him, creating memories that would last forever as they had their fun. And then, it all fell down.

The next night of the new moon, Benny, now age nine, did not tap on the window like he normally did, ready to go have some more fun. Pitch waited an hour or so before approaching the house warily, deep in the shadows. Benny told him everything that had happened over the moon cycle whenever they had their starlit fun, from events to weather.

He never said that the family was going anywhere for some event; at least, not what he could remember. Hiding in the shadows in the house, Pitch listened and looked. The mother, Mrs. Overland, was sobbing, while the girl, now age fourteen, stared sullenly, numbly into the fire, holding a small, stuffed animal to her chest, dried tear tracks on her cheeks. In her arms was was Patch, a small, real raccoon, stuffed toy that belonged to Benny.

The young boy had found the dead, baby raccoon and brought it home. He had been very upset to learn that it was dead and that he hadn't been able to save it. His sister had skinned it and made it into a little toy for him, and Pitch always found it amusing how the child had chosen its name. Now was definitely not a time of joy and laughter, however. Something was very, very wrong.

Pitch searched through the whole house, coming up with nothing. Benny wasn't sick in bed, and he never had any motivation to run away, nor did anyone have the motivation to kidnap him.

Unless a certain spirit had spotted him playing with the youngster, despite his precautions. Pitch didn't want to jump to such conclusions and reveal himself outright, but he had to know what really happened. So he stayed. The family soon went to bed, the sister cuddling the raccoon as she went to bed, and the mother soon after. Pitch stayed with the sister.

He watched her until the sun began to rise before he left. He could only assume that Benny had died; whether through sickness, or an accident, but either way, it left a terrible, bleeding wound to the mans heart.

He had nothing and no one now.

What he did not see was, after the mother and daughter had awoken and left for town, was the small, 9-year-old boy with dark, pastel grey hair that had a few jagged, bright yellow streaks in it, small, light blue freckles under his eyes, and blue eyes like the sky. The youngster snuck into the house, picked up the raccoon toy, and disappeared, leaving behind only a small slip of parchment paper as a note, nailed to the inside of the door.

He wore leather pants, a white, woolen shirt, and a small, soft cloak made of grey and brown rabbit skins. He looked around for a while in the spots he and his best friend had played in and visited, but couldn't find a trace of them. Saddened, the young one left, turning into a small, dark grey wolf with electric yellow eyes, blue tipped ears and white wings, flying away.


	2. Repentance and Memories of a Fallen King

_/-/-/-/-/_

_296 Years Later . . ._

Pitch fought wildly against the Nightmares as they attempted to kill him. He could sense their intentions, their thoughts; in a way, it was maddening, not being able to bend them to his will. Yet at the same time, terrifying, that he could do so little to try and prevent his own demise.

In a way, he guessed he deserved it. He could see, a little bit, now, how his actions had done nothing to help gain what he wanted. In the end, only Jamie had held any belief for him, and he'd tried to snuff him out. The look in his eyes, when he'd bravely stood in front of the Guardians with his friends, saying that he held no Fear, only Belief, in the Nightmare King.

That boy had found the one weakness to his Nightmares, that even he, himself, had not thought of. Believing without fear had changed the Nightmare-sand back into Dreamsand. And, in the end, released Sandy; although, he hadn't quite expected for Sandy to be able to return at all. That had been entirely unexpected, even for him.

Pitch began to weaken, little by little, as he struggled against the Nightmares. He was using his own brute strength, unable to duck into the shadows as the Nightmares were swarming everywhere in the lair, and he couldn't escape. He could not even summon his scythe without it turning into another five or so Nightmares trying to tear him apart. Before to long, Pitch weakened to the point of defeat.

He was cut up, his black robe nearly destroyed, bruises littering his body and numerous cuts, and he wouldn't be surprised if he'd broken a few ribs from crashing into walls, besides his now-broken leg. The moment he fell, the Nightmares all froze in their attacks, staring him down, as if suspecting he was faking it, before dissolving into nightmare sand and engulfing him.

Pitch's nightmares were his memories; or, more like, took his happiest memories and twisted them into his worst imaginings. Being defeated by the Guardians, being ran through by that Jamie kid, feeling the majority of the Belief in himself, the Boogieman, fade away to nearly nothing in the world -honestly, he was surprised that he hadn't felt weak to begin with- before it turned to something new.

Something he'd tried to banish from his memories without success. Of a brown-haired, blue-eyed boy, playful and brave. He saw a few of their greatest times together, and almost smiled, relieving these happy fantasies. But then, they turned to the worst of Nightmares.

The time Benny climbed the tallest tree he could find, getting to the very top before the branches creaked and cracked beneath his weight. The last branch, groaning and bending dangerously, had snapped, sending little Ben hurtling to the ground. He had held little fear of dying; he trusted Pitch to save him. But this time, Pitch didn't.

He was frozen, and could only watch as Benny's blue eyes widened in fear, his small, fragile body crashing into the ground with a sickening  _THUD_. Pitch finally managed to move, kneeling next to Benny and trying to turn him over gently. The boy moaned softly in pain, one eye opening slightly before sliding shut again. His left leg had broken, a large piece of white bone sticking out among swiftly flowing blood in his lower leg.

Pitch didn't know what to do; as a spirit, if he got banged up to much, he eventually healed, no matter how bad it was. But Benny was a human; how could he help him? He felt nauseated at the sight of his little friends bone. He lightly pushed it back into place with a soft  _click_  sound, and Benny squeaked quietly in pain, eyes opening briefly before he passed out from the pain.

Pitch gently scooped him up, running in the direction of the boys home, to afraid to use the shadows in case they made his condition worse. Before he could make it, however, Benny stopped breathing. Pitch stopped, placing a hand over the boys heart; he could sense no heartbeat, no breath, no nothing. . . .

Benny was dead.

Pitch blinked, glancing around with some level of surprise. He sat up from where he had been laying on his back in the grass, looking around the darkened woods. He was on a small hilltop, that was surprising clear of trees, a couple of miles away from Benny's home. The two had been stargazing, Benny naming all the constellations he knew, which weren't very many, and making up new ones.

Only thing was, Benny wasn't anywhere nearby. Pitch stood, looking around wildly, his nightmare still fresh in his mind. A scream and chorus of howling brought his attention to the bottom of the hill. Benny was trying to fend off a pack of fifteen or more wolves, waving around a stick. He only managed to smack them in the face, enraging them more.

Pitch was, once again, frozen, unable to help and only to watch as the wolves began to attack and tear the boy apart. After being forced to watch a minute or two of this, Pitch managed to move, pulling out a large scythe made of nightmare-sand, beginning to fend off the wolves. They fought back, but soon cowered, running away with their tails between their legs.

Pitch turned to Benny. He was unrecognizable, bloodied and with chucks of flesh torn off of him. Pitch pushed back the urge to throw up and gently scooped the boy up. "It's alright Ben, I'm here now, I'll protect you." Pitch tried to comfort; Benny or himself, he wasn't sure. He quickly realized, however, that Benny was already dead.

And so on it went. Onslaught of nightmare after nightmare assaulted Pitch, the Fallen Nightmare King, his happiest memories wrenched and twisted into his worst nightmares.

It felt like eternity, the amount time he spent in those darkened dreams, until he felt he would go insane. Until, finally, he woke up for real. He remained still, waiting for the next onslaught of heartbreak and misery, until he picked up the sounds of combat.

Terrified whinnies of the Nightmares, the pounding of hooves on stone, and the click of claws and angry snarls of . . . something, the Nightmares fleeing from whatever was attacking. Pitch slowly lifted his head, still aching and in pain all over, trying to see what had scared off the black horses.

What he saw surprised him.

It was a dark grey wolf, blending almost perfectly into the shadows, with large, pure white, feathered wings spread wide from his shoulders, teeth bared as it stood in front of the Nightmare King. Whenever a Nightmare came close, it snapped and snarled, electricity crackling along its paws and wings, darkening the bright feathers into an angry, dark purple-black shade, like storm clouds, echoing with thunder.

A beam of bright moonlight shone down from a hole, far above in the ceiling; the former entrance of his lair, sealed when he had first been dragged down here. It felt like years ago; heck, it could've been, for all he knew. Who was the wolf? He knew that most spirits could change their forms if they wanted to, and some had two forms; an animal one and a second, more human appearance.

He didn't recall ever seeing or hearing of a creature of spirit quite like this one. The moonlight reached down towards Pitch, who initially flinched, afraid that MiM meant to hurt him further, but instead he could hear his voice, the moonlight soothing a little of the intense pain.

**.:Pitch Black, the Fallen King of Nightmares; Do you know what is happening now?:.**  MiM asked, and Pitch strained to see the Moon through the hole in roof, far above him, with little success.

"No . . . I just woke up from my worst nightmares . . . .things I hoped to never have happen . . . that I thought I'd stopped from happening . . ." he shuddered with fear and pain. His throat and mouth were dry, and he noticed that most of his cuts were beginning to scab over, and the blood on the ground around him was dried, smelling awful and coppery.

MiM paused before continuing.  **.:And what would those be?:.**  he asked, not unkindly.

Pitch looked down, closing his eyes. "I lost my best friend, over and over and over again . . . I could only watch as they died, again and again and again . . . I couldn't save him . . . everything felt so real . . . I'm not sure if I ever even really met him . . . . I-I don't even know if this is real . . . but I'd give anything just to see him again . . ." Pitch admitted, tears falling from his silver eyes and down his cheeks. He was unaware that the Nightmares were gone, destroyed or driven off, and that the wolf had turned electric-yellow eyes on him.

**.:And who was that? Do you remember?:.**  MiM asked, even as the wolf approached the circle of light, but did not enter it. Its ear-tips were blue.

Pitch nodded faintly. "His name was Benny . . ." he said quietly, sobs beginning to shake his shoulders and rack his broken, bloody frame. The winged wolf paused, then slowly entered the ring of light, stepping up to Pitch and gently nuzzling at the mans tears, putting a white wing over his shoulders, trying to warm him. The wolf looked up at MiM, eyes begging for help, permission, something.

Pitch looked up, too, not sure what he would find.  **.:Take him to the Sandman . . . there is much to do, Benny Weathermore:.**  MiM finally said, pulsing with a soft, gentle light. Pitch jerked, looking at the wolf with wide eyes. The pulsing from the Moon, however, was putting the former Nightmare King into a dreamless sleep. The winged wolf gently got the spirit onto his back, spreading his wings wide.

He flapped once, twice, then leaped into the air, flying out of the hole and circling around it until MiM's stronger light had faded, and he looked like the Moon most mortals knew. And with the absence of then Moons power, the hole to Pitchs' lair shut once more, trapping any remaining Nightmares deep inside. The wolf turned, flapping his way in the direction the Wind suggested, using his keen sense of smell to find Sandy.

Sandy was spreading good dreams over Burgess when he spotted the winged wolf, but was startled to see what lay, bruised and bleeding, on its back. The wolf hesitantly landed on the cloud of dreamsand, drooping his ears as he barked and whined quietly, glancing up at the Moon before glancing at his unconscious rider. Sandy hesitated, but nodded, doing what he could to help fix Pitch up.

He was reluctant to help the spirit that had almost killed him, and threatened the existence of his friends and family, the Guardians, besides all the children of the world he looked over with them. It was early Autumn, not even six months since they had thought Pitch dead, yet here he was. Sandy managed to heal the spirits cuts and bruises, but could do little for his broken bones.

When he had finished, he allowed the young wolf-spirit to take the unconscious former king and fly away, and he continued to spread his good dreams. He couldn't possibly conceive why MiM had allowed the Nightmare King to be freed, but knew that he had to tell the other Guardians. Before to long, half way across the world, he spotted a few of the Baby Tooth fairies.

He grabbed their attention and asked them to alert the others for a meeting. The Guardians had taken to meeting at least once a month, to share how things had been going and to hang out as a family. Having one early couldn't hurt, and they had to know about Pitchs' presence. Who knows what was going on. As it turns out, he didn't need to.

The Northen Lights lit up the sky not to long after Sandy had talked to the Baby Tooths, so he hurried for the North Pole. When he got there, Jack was freaking out, yelling on about Pitch being back with a new partner or something like that. North was trying to get him to calm down, and wait until the others were here to explain everything.

Bunny and Tooth arrived not to long after, Bunny complaining (as usual) about the freezing temperatures. It wasn't long until they managed to get right to the point.

Pitch was back.

"Ya' bloody wrong there, Frostbite. We took care of Pitch, and MiM even sealed off the bloody weasels escape route if he lived." Bunny argued, and Jack narrowed his eyes.

"I know what I saw! Pitch was riding on this wolf thing above Oregon!" Jack argued.

Sandy stepped between the two, getting everyone's attention as he began to make pictures out of dreamsand. He made a silhouette of Pitch and a wolf, putting a check-mark next to them before pointing to himself.

"You saw it, too, Sandy?" Bunny asked, taking a step back.

The Sandman looked down, and nodded. That was true, but he had trouble admitting that he had  _helped_  him, as well.

"This is most peculiar . . . how did Pitch escape?" North thought aloud, pacing the room.

Tooth flitted about nervously. "What was Pitch and the wolf doing when you saw them, Jack?" she asked.

"Well, I was to far away to see it clearly, but they were approaching the mountains around Roseburg by air." Jack replied, balancing on top of his staff. "Pitch seemed to be unconscious, but the wolf saw me, I think."

Bunny snorted. "And how exactly was a wolf high up in the sky, mate?" he retorted in disbelief.

Jack rolled his eyes. "It had wings." he replied matter-of-factly, as if it should've been obvious.

"What we need to figure out is not  _how_  Pitch got out, but  _where_  he is now, and why this other spirit is helping him." Tooth cut in.

"You're right, Tooth. Hm . . . what if its a newer spirit? One that doesn't yet know how bad Pitch Black really is?" Jack suggested.

"You could be right, Jack." North replied thoughtfully, stroking his beard.

Sandy gave a thumbs up, agreeing to the possibility.

"But what if that's not it?" Bunny questioned, hopping away from the fire. "What if this is an ally of Pitch, and this was a prearranged thing? To save Pitchs' butt if taking us out went South?" he didn't want to end up losing someone again. He'd pushed Jack away, and he was still surprised -yet thankful- when the little snow-ball of energy forgave him.

After much debate and a lot of arguing, they finally settled on a plan of action. First things first; time to track down a winged wolf spirit.


	3. Sprites of Air, Child of Weather

Benny, still in his winged wolf form, touched down at the outskirts of Roseburg, sniffing the air before wrinkling his nose. He hated the smell of exhaust fumes, but he'd been seen by another of those Guardians; and he didn't want to be found, not just yet. He knew the Easter Bunny had a pretty sharp sense of smell, so he figured hiding out somewhere in a city would be his best bet.

It didn't take him to long to find a good spot. It was a small park with a river cutting through it, with plenty of places to make a good, soft bed of grass to lie in. Before to long, he'd found a pretty good spot to lie underneath an old pine tree, near the water. He allowed Pitch to remain on his back, as uncomfortable as that was, and settled down to sleep himself. He hadn't gotten enough, recently.

His thoughts wandered to when he had discovered what had happened to Pitch. It was in early summer in America, when he was moving along some clouds over snowy China that he'd heard the news from none other than Jack Frost, the newest Guardian. He'd approached Jack in his human form and gotten the whole tale. He'd been intrigued, yet worried for his friend ever since.

It took a few months of searching and looking up to the Moon for help before he'd managed to get down inside his friends old lair. When he had first dropped down, he'd been attacked by the Nightmares. He held no fear of them, and easily bit, swatted, and blasted them apart before he found Pitch. The Nightmare sand had practically engulfed him; it was a wonder he was even alive, due to the amount of injuries he had.

He'd managed to get the nightmare sand to leave him alone, but then he was left with an army of Nightmares to deal with. Over half of them scuttled away at the sight of the moonlight, and he'd managed to fend off the rest before getting Pitch out of there. He was still deeply worried for his friend. He knew little about medicine, and didn't know how to help him.

He sighed softly, laying his head back on the ground, then lifted it again. He could never sleep easily on his own, not without the Sandmans dream sand. He watched the stars and Moon, waving his head back and forth slowly, trying to resist howling at the night sky, as he always did in his wolfish form. He didn't want to attract unwanted attention from other spirits yet, though, and so resisted calling to the sky for the time being.

He shifted slightly under the spirits weight, as he was most used to moving clouds, the heaviest bearing snow or hail. And pushing them, not carrying them, at that. He hummed a quiet tune under his breath, lowering his head to the ground as sleep overcame him slowly. Gust swirled around him as he softly snored, ruffling his fur and feathers.

Wind was the main spirit of that element, but had a few sprites to help her. Breeze, Gust, Twister, Tornado, North, South, East, and West are prime examples, although North usually just went by "Nory", as he didn't want to get confused with Santa Claus. Wind spent her time with Jack, assisting the younger spirit in flight, while her helpers were spread out across the globe.

No one but MiM, Mother Nature, and Benny knew this, however. As spirit of the Weather, he needed to be able to see and interact with these mostly-invisible spirits. It was becoming early morning when Gust, a green eyed, pale-blue-wearing male sprite with scruffy, windblown, curly orange hair and tan skin arrived. He was shouting, sounding like leaves been harshly ruffled in a strong wind to all but Ben.

The winged wolf jolted awake, lifting his head swiftly. "Gust? Its barely morning." he replied sleepily, yawning before slowly standing, careful not to knock off his injured, sleeping burden.

Gust, who looked to be about fifteen years old, waved his arms frantically, floating and darting around his friend and partner. "I'm sorry Benny, but this is urgent! You know I'd never tell the others, especially Breeze, about what you've been doing lately, but-"

Benny cut him off. "Let me guess, she followed us or overheard you and has told Wind, hasn't she." he rolled his eyes.

Gust opened his mouth to deny it or correct him, then shut it with a snap, nodding with a bit of a sheepish smile. "Yes, unfortunately, and I think Jack has been told of this, too." he finished.

Benny flattened his ears. "Which means the Guardians will be coming for me, right?" he asked with a snort of annoyance.

"You would be correct." replied a light, airy, slightly snobby voice. It was Breeze, a blond haired, amber eyed sprite wearing pale green tights with an ankle length royal purple dress. She frowned at them.

"I can't beleive that you would help such a demon like the Boogeyman. He nearly destroyed the world!" she shouted at Benny, wagging her finger at him, but staying well away from the unconscious spirit on his back.

Benny snarled, exposed sharp teeth as his wings darkened and paws began to spark. "You don't know him like I do! No one does! He's not all bad; he's my friend, he protected me, helped me when no one else would." he glared at her.

Breeze snorted contemptuously. "Yeah, right. You weren't even around way back then! You're not even three hundred years old yet!" the thirteen-looking spirit crossed her arms, smirking, thinking that she had won this argument as the wolfs wings drooped, reverting to white as the sparks around his paws went away.

Gust's eyes widened, and he floated back by about a foot or so. "Now you've done it." he muttered under his breath, just loud enough for Breeze to hear.

Tears filled the wolfs eyes. "I knew him better than anyone else!" his wings drooped to the ground, becoming a pale shade of grey as raindrops began to soak and fall from them, tears beginning to fall down his furred cheeks. "He was my only playmate when everyone else picked on me, he helped me and taught me! He guarded me and loved me!  _He was my friend_!?" Benny sobbed, dropping his head to the muddy ground.

Gust glared at Breeze, who had her hands over her mouth with shock. She'd never thought much of the youngest spirits seemingly odd obsession with the Boogeyman and his history. She thought it was a little kid thing, to ask about something you didn't fully understand rather than either forget it or look for the answers yourself.

She wasn't sure how to try and comfort him, but that's when the two sensed the presence of Wind; and wherever Wind was, Jack Frost was not to far behind. Benny seemed to pick up on it, too, using a paw to wipe away his tears, shaking his wings a little as they became a paler shade of grey, not quite white. He needed them water-free so he could fly his fastest.

He sent a bit of a look Breezes way. "Please learn to shut your muzzle, err,  _mouth_  every now and then. I think everyone would appreciate it." he said quietly, not in anger, but more with a lingering sadness, resoluteness, and a hint of fear. He flapped his wings once, twice, and then leaped into the sky. Gust followed him, helping him gain some height and hide in a freshly created cloud cover before flitting off elsewhere.


	4. Islands

Pitch groaned quietly. He was sore and ached all over. He didn't open his eyes, but could feel air moving swiftly over and around him, as if he were flying, and felt something soft and compact underneath him. He slowly opened his eyes, and it took a moment for him to adjust in the dim light. The moon was setting, the stars were overhead, and he was riding a wolf.

He wasn't sure if this was a dream, but the sharp pain in his ribs and leg proved otherwise. As he slowly lifted his head to try and get a better grip on his surroundings, he quickly discovered how high up they were, and put a tight grip on the wolfs neck. It grunted, white wings -which he had only just noticed- faltering for a half second before flapping weaker than before.

Pitch loosened his grip a little, realizing that he had probably almost strangled the poor creature. He remained silent as he tried to reach back into his memories, trying to figure out what happened. He faintly remembered a winged wolf, which could only have been a spirit, and talking to MiM . . . . the former kings eyes darted over towards the sinking form of the Moon.

He finally decided to try and talk with the wolf, although there was a bit of doubt over whether or not he could talk.  _Whether_  . . .  **WEATHER**!? MiM had spoken to the wolf, calling him . . . . .

**_. . . . . . . Benny Weathermore . . . . . . ._ **

He blinked with shock, jaw dropping a little as he gaped at the spirit carrying him. Was this strong and admittedly majestic creature the same little boy he had met so long ago, once upon a memory? He looked around once more. They were high in the sky, open country land beneath, a few farm houses here and there. It was difficult to tell exactly where they were, as it was night, but Pitch determined that they were alone.

"You're awake . . . I thought you'd never wake up." the wolf spoke up suddenly, his voice the same, although with a slight hint of roughness to it, as of the little boy he had met, so long ago.

Pitch was shocked into silence once more, then worked up the nerve to speak. "Benny? Is that . . . really you? What happened?" he wanted to know how his little friend had become this spirit. It was nearly three hundred years ago, for MiM's sake!

Benny turned his head, electric yellow eyes dull with exhaustion. He turned his head forward again. "I saved you from the Nightmare sand. Its some pretty wicked stuff. You were roughed up really bad, so I got you some help and flew away. You've been asleep and healing for about four, going on five, days now." his voice was exhausted, barely a hint of relief and happiness in it.

While it solved the mystery of how he got there and why he was aching, it didn't answer what had happened to Ben. "Benny, how . . . how did you become a wolf? And a spirit, no less!" he asked.

Benny chuckled tiredly. "Well, I basically fought a giant bear to protect my adopted sister, lets leave it at that. They never found my body because the Moon gave me a second chance. This is the form I use primarily, to help me create and control the weather. I still have a human form, but this is the one that most spirits know me by." he explained.

Pitch mulled over this new bit of information. That would explain the family's despondent, saddened air when he had gone to look for Benny, and why he couldn't find any trace of him. Ever since that day, he restricted himself to his lair, only very, very rarely venturing out. Benny had probably looked for him, but the young boy didn't know of the former kings lair, and therefore wouldn't have been able to find him.

Pitch felt a pang of guilt over this realization. Perhaps he would've found the young boy, if he had continued to visit their favorite places every new moon. "Thank you for finding me . . . " he said quietly. Benny flicked his ears backwards towards Pitch, then flicked them forward again, nodding a little. He didn't say anything.

Pitch watched as the countryside changed below them, the sun slowly rising in front of them. He only noticed that they were flying lower and lower when they were far over the Pacific ocean. He lightly tapped Benny's side.

"Ben, it would be wise to go a bit higher. Any lower and we'll crash into the waves." he advised worriedly, becoming even more alarmed when Benny didn't reply. They would surely hit the waves soon, and Pitchs' leg was still healing after being broken, as well as his ribs; he would not be able to save them both, or even himself. At the last possible moment, when there was sea spray in their faces and Benny's paws were brushing the waters surface, the winged wolf made an effort to get higher.

He flapped his wings, summoning up a small bit sparks into his paws; if he got to close to the water again, they'd both receive a nasty shock, thus giving him the incentive to stay awake. He flapped his wings harder, straining to spot the islands he was searching for; Hawaii. Jack Frost couldn't go there, it was between the seasons for both Easter and Christmas, and he only had to avoid humans to avoid bumping into Sandman or the Tooth Fairy.

If he could stay awake, that is. He'd barely slept the past few days, moving from place to place every couple of hours to try and avoid the Guardians, whom he knew was on his trail. It was spontaneous; he chose random locations and went there. The only planned place to go was Hawaii, but that was after Pitch woke up.

The islands were soon in sight, and he summoned up the last few ounces of energy he had to reach them. Avoiding people entirely proved fruitless, as he was to exhausted to go anywhere else. They were on the edge of the jungle, near some farm houses and the like. The poor wolf half crawled into the shelter of the trees before simply collapsing, thoroughly exhausted.

Pitch tried, for a few minutes, to rouse the wolf boy, then sighed and carefully slid off his back, leaning against his side as surveyed the surrounding area. They would be hidden on almost all sides to any spirits passing through, and humans couldn't really see them, anyway. The moon was high overhead that night when Pitch spotted the golden dream sand.

He ducked a little lower, not wishing to be spotted. A stream of dreamsand came there way, probably headed for Benny, whom Pitch quickly tried to rouse. "Benny, wake up! Please, its important that you wake up!" he urged quietly into the wolfs ear.

Benny mumbled something in his sleep, but didn't awake. Sandy noticed the direction the stream of dreamsand went, and decided to go take a look. Pitch grew only more alarmed as the Sandman approached, clearly remembering his last encounter with him. Holding in cries of pain, Pitch stood and ducked into the shadows.

Benny slowly lifted his head, blinking before looking over his wolfish form. He changed back to his human form, blinking. There were deep bags under his eyes, the normally light blue freckles on his cheeks dim and dull. Staying in his wolf form for so many days straight without a rest really drained him. When Sandy reached the youngster, he smiled softly.

Benny blinked at him, the smiled a little. "Hello." he said quietly.

Sandy made a golden cloud with a lightning bolt coming out of it appear above his head.

Benny shrugged. "Yeah, I should probably get on that soon. Have to find that wolf, though. He must've ran off after I fell asleep earlier today."

Sandy nodded, giving him a smile as he left that particular island.

Benny looked around frantically, whispering quietly, "Pitch? Where are you?"

Pitch emerged from a large patch of shadows nearby, practically falling over with a sharp cry of pain.

"Pitch!?" Benny wailed, hurrying over to him, checking him over and trying to help him up. There were deep bags visible under his eyes from lack of sleep.

Pitch could see how the boys appearance had changed, and yet, how it had stayed the same since he last saw him. While his hair had changed and he had blue, tear/rain drop shaped freckles under his eyes, his physical shape and eyes remained the same. He slowly sat up, biting his tongue in an attempt to quiet his pained cries and whimpers.

Benny looked up at him with worried eyes, silently asking him where it hurt. Pitch lightly felt his left leg, hissing at the sharp pain. Benny looked down at it, and sighed.

"We'll just have to wait until it heals the rest of the way on its own. We just have to go deeper inland and away from people so Sandman doesn't spot us again." he changed into his wolf form with a wince, laying next to Pitch. "Climb on, we may as well go now."

Pitch shook his head. "No. You're exhausted, so quit being stubborn and rest for now. We have from now until tomorrow evening, at the latest, to get moving again." he told Benny firmly.

Benny paused, then nodded, laying down next to Pitch and curling up on his stomach, wings tucked in. Soon, he was softly snoring. Pitch sighed softly in relief, glad the kid was finally getting a chance to sleep after the last couple of days. They must've been wild for the young boy. He was still a kid, after all. Before too long, Pitch, too, had fallen asleep.

Both slept through the night and the next day, and then well into the next night. Pitch was awoken by a slight tap on his shoulder. He blinked his eyes open and slowly sat up, only to flinch back in shock and alarm at the sight of the Sandman, who was glaring with his arms crossed. Benny, still in wolf form, had a small bit of dreamsand circling his head.

The image showed a tall man and a young boy sitting around a Christmas tree, picking up and looking at presents. Pitch slowly scrambled back, hissing under his breath at the pain in his chest and leg.

"N-now, Sandy, I-I wouldn't try to hurt him . . . " he stuttered out, a bit of his pain slipping through his voice. Sandy created his golden sand whips, snapping one before snapping it towards Pitch, who threw up his arms to shield himself. It wrapped around his wrist, and Sandy sent him flying out into the open, where he lay there, dazed and in pain.

Sandy turned to the wolf, moving closer to untie any ropes, but found nothing, to his surprise. Benny soon stirred from the touch, however. His eyes widened upon seeing the Sandman, and he stood, glancing around only to see Pitch gone. Leaping into the air and hovering in place, he turned swiftly when he heard the low groan. Landing, he ran towards his friend.

He nuzzled Pitch's arm, trying to get him to raise his head or speak. "Pitch? Pitch, are you okay?" he asked.

Pitch slowly opened his eyes with a soft moan, then they slid shut. Benny's ears laid back, and he turned to glare at Sandy, who had followed him. He stayed between Pitch and Sandy as they circled, ears laid back, showing his teeth and an ever-present warning growl in his throat. When Sandy tried to get closer, and Benny lit up his paws and wings with lightning, yellow sparks dancing on his paws and among the feathers.

"I don't want to hurt you . . ." Benny admitted, flaring his wings out protectively. " . . . but I need to protect him." he finished.

Sandy made a question mark above his head.

"He helped me, and I need to return the favor." Benny answered, turning to look at his friend, ears pricking and electric sparks beginning to die down. Sandy took the opportunity to throw a ball of dreamsand at the winged wolf, knocking him out, small golden birds drifting over his head. Sandy sprinkled some dreamsand on Pitch, just to be safe, and placed both on a dreamsand cloud before hurrying to the North Pole.


	5. One-Wolf Battle

While the others had been elsewhere, North had remained at the Pole, so he was readily able to assist Sandy in tying up the two spirits brought there. He called the others back in with the Northen Lights, and soon, they were all there and ready to question them.

When Pitch awoke, he was dazed and confused, pained from his agitated leg and chest. It was worse than before, as he had been flung around. Benny was awoken by all the noise, but couldn't move.

Not knowing that he could use his lightning to sear any ropes tied over him, they'd used ropes and leather straps to bind his legs to one another, his wings to his back, and a strong leather muzzle to keep him quiet. He struggled in his bonds, thrashing and trying to growl. Bunny turned from where he had grabbed the bogeyman's collar.

"Alright, you mutt, shut your yap 'fore I shut it for ya'!" he said sternly, but Benny only glared, lightning sparking on his front paws and wings. The lightning sparked furiously, as did his eyes, bright and dangerous, ears laid back. The ropes began to burn, catching fire and ripping apart as he thrashed, before he was finally able to stand, to the Guardians clear alarm.

He stepped forward, giving a low warning growl. "I don't want to hurt you . . ." he repeated his previous words, eyes darting from Tooth to North, Sandy, Bunny and Jack, finally settling on Pitch. ". . . but I won't tolerate you hurting him, either . . ." he finished with a low snarl, taking another step forward, wings and paws beginning to spark with lightning, wings darkened from white to near-black.

"Hang on now, no funny business." Bunny warned, pulling Pitch closer, planning to use him as a shield if necessary.

The winged wolf twitched his ears, eyes and ears focused solely on Pitch, as he lunged right towards North, who leapt back with a shout, drawing his swords. Benny easily pulled up in midair, dropping back to the ground to avoid the sharpened weapons. Hr yelped in pain hardly a moment later, stumbling to the side.

Bunny had thrown a boomerang, clipping the younger spirits left wing. Jack leapt at him, trying to freeze his paws to the ground, but Benny shot a blast of lightning his way, using his sparking paws to melt what little frost had gathered on his paws.

Before he could react, his head was swarmed with the some of the Baby Teeth. The sparks and crackling lightning died down in favor of pawing at them as they pecked and punched and kicked at his eyes, tugging at his delicate ears. He snapped at them halfheartedly, missing on purpose. He wasn't prepared at all less then a minute after the onslaught of tiny fairies for a strong kick in the ribs.

He yelped, wings beginning to flare before he found himself in a headlock, front half of his body elevated as Tooth fluttered her wings and yanked him up. He wriggled and whined for a good half minute in her grasp as the other Guardians relaxed for a moment, but still watched.

Pitch's eyes were wide with worry. He was only a child! He didn't deserve this!

At the minute mark, the giant wolf fell limp in Tooths' grasp. She dropped him with a gasp. He fell with a dull THUD to the ground, and did not move. His chest did not rise or fall. Pitch stared, open mouthed, stiff with shock, a sharp prick of loss beginning to lodge itself in his heart before he felt it. A slight hint of fear, coming from the large wolf.

Pitch suppressed a smirk. He'd taught the little one how to play dead pretty well, and now, even three hundred years later, the little buddy still remembered how to do it. By now, North had walked over to the large wolf, lifting its head as he crouched down. He was checking for signs of life when the little trickster shot straight up with snap of his jaws, wings flaring wide.

The others all stumbled back or jumped as the great wolf lunged straight for Bunny. The Pooka quickly hauled Pitch around in front of him, using him as a shield as he readied a boomerang. Something was off, though.

Benny's left wing wasn't straightening out properly, and he crashed into the ground with a low yelp of pain. He stood shakily, fluttering his wings with whines of pain and panic growing in his eyes. Now he was  _really_  scared. With injured wings, he wouldn't be able to get Pitch out of there. His wings were his last defense, his only way to travel swiftly around the world.

He wasn't trying to cause any sort of trouble, he just wanted his best friend back. Stepping back, he lowered his head submissively, whining quietly as he offered himself up to defeat. The others watched warily, for a moment, before Jack slowly approached, until he was standing over the wolf, who's head, when lifted, came about to his stomach.

He crouched, gently lifting the wolfs chin until they were looking at eachother. "Why are you helping Pitch?" he asked, hoping to distract him long enough for the others to get more bindings or so he could freeze his paws to the ground.

"Would you abandon your family when they needed you most?" Benny replied softly, sadly, sincerely, electric yellow eyes meeting icey blue ones.

Jack flinched back a little, shaking his head "no" slowly.

"Yeah, well . . . he helped me when I needed it most . . . and all you're doing is  _hurting_  him more. . ." his voice cracked on "hurting", tears filling his eyes, wings turning grey and soggy with water.

Bunny snorted derisively. "Then it was a  _trick_ , Wilfer Weathermore. Pitch has a heart made of darkness and surrounds himself with a wall of lies to trick naive spirits like you into doing his bidding." he gave Pitch a quick shake, making him yelp, grasping loosely at the rabbits furry hand.

"Stop it!" Benny cried, wings springing half-open, scattering watery droplets in a wide arc as tears fell swiftly from his eyes. "Just stop it, please! He's my friend!" Benny wailed, not caring anymore if the illusion fell, changing into his human form before leaping and dodging to get to his friend.

He had the appearance of a 9-year-old boy with dark, pastel grey hair that had a few jagged, bright yellow streaks in it, almost like lightning. He had small, light blue freckles under his eyes, and blue eyes like the sky. He wore leather pants, a white, woolen shirt, and a small, soft cloak made of grey and brown rabbit skins, that had a tear on the left side.

Bunny let go of Pitch, who fell back with a low "Oof! Oooww . . ." when Bunny tried to scoop Benny up. Benny, however, was having none of it, dodging away from him, Tooth, North, Sandy, and Jack.

"Go away! Leave me alone!" he shouted, somehow slipping past them and going to Pitch, who gently held the boy while the former king trembled from the pain. Benny's now-blue eyes glared at the others; he knew he had the advantage. They couldn't try and harm Pitch because he was in his lap, and he could attack them, too, if he so chose.

"Wilfer Weathermore and Benny Wolf are the same spirit . . . that's actually kinda cool." Jack finally said, hoping to break the tension.

Benny only glared, wiping his eyes free of tears, stepping in front of his friend. "I don't care how 'cool' it is, Jack." He snapped, crossing his arms and glaring at them all. "You say that you're the Guardians of Children; that when danger threatens, you'll be there to help them; where were you?" he demanded.

The others paused, not sure how to approach this child-turned-spirit, and unsure what he meant.

"What do you mean, Wilfer?" Tooth asked, attempting to flutter closer only to jerk back when he snarled at her like an animal, teeth bared and all.

"My house burned down. And my parents were in it." he let that hang in the air for a moment. "I came across Pitch while running in the woods. Sure, he  _tried_  to scare me, but he helped me in the end. He made all of my fear go away, and found me a new home. And I went out to visit him once a month after that until the Moon made me a spirit." he explained.

The others were slightly stunned with disbelief. Benny took it as his chance to keep going.

"I was protecting my older sister from a bear. . . ." he paused, closing his eyes as his face contorted with pain and memories. "I knew Pitch couldn't walk in daylight, and called for the other Guardians; but no one came. I was all alone, scared, and dying when the Moon saved me. I. . . I was scared to die without saying goodbye to Pitch. He. . . he was my Guardian." he looked back, flashing his friend a tear-filled smile.

"But . . . the wolf with wings. . ?" North asked at length, saying the only thing that came to mind.

"The Moon gave me that form so I could create and spread the weather. . . but I asked to keep my human one instead. . . so Pitch would be able to recognize me when I found him again. Allowing me to change forms was the compromise." he finished, eyes distant with memories.

"How did you get him out, though? Manny said he sealed Pitch's Lair with special magic . . ." Bunny asked, flinching slightly at the hardened glare that the young boy gave him.

Benny crossed his arms and took a step back. "Don't know who that is, nor do I care. The Moon opened up the way for me and let me down there. The Nightmares were attacking him. They . . . and he was. . . I was afraid he was . . . . he was . . . . . . going to die. . . ." Benny whispered the last line, tears beginning to spill down his blue-speckled cheeks.

Pitch gently reached forward and pulled the spirit-child into his lap, holding him close and reassuring him as he began to sob. The Guardians were at a loss. Man in Moon had broken the seal and let Pitch out. . . but why? And why did he make such a young child a spirit, and with the weight of a huge task set upon his shoulders? One thing that was truly mind-boggling and really seemed to far-fetched to be real . . .

. . . .was that Pitch had actually befriended a young human boy. It was definitely questionable, but undeniable; here was a spirit, so child-like in form and nature.

And here was Pitch, someone who detested Wonder, Hope, Dreams, Memories; all the things that made up a child . . . and yet he still comforted Benny. Genuinely. There could definitely be ulterior motives . . .but what could he do now? Injured and weak as he was? He hadn't tried to attack any of them once, nor tried to escape.

So that left the huge question of 'Now what?'

Benny's sobs finally subsided, and he wiped away his tears. Standing back up in front of his friend, he eyed the Guardians.

"Are you going to help us? Or do I have to start running again and hope we both heal now?" he demanded, crossing his arms. Pitch seemed a bit amused at this, but still eyed the others nervously.

**Notes for the Chapter:**

> The title of this chapter is a playoff of "A one-man army" sorta thing.


End file.
